Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - CAREFUSION Corp | d800587d8k.htm |
| EX-99.1 - EX-99.1 - CAREFUSION Corp | d800587dex991.htm |
| EX-2.1 - EX-2.1 - CAREFUSION Corp | d800587dex21.htm |
| EX-99.5 - EX-99.5 - CAREFUSION Corp | d800587dex995.htm |
| EX-99.7 - EX-99.7 - CAREFUSION Corp | d800587dex997.htm |
| EX-99.4 - EX-99.4 - CAREFUSION Corp | d800587dex994.htm |
| EX-99.3 - EX-99.3 - CAREFUSION Corp | d800587dex993.htm |
| EX-99.6 - EX-99.6 - CAREFUSION Corp | d800587dex996.htm |
 A
Leader in Medication Management and
Patient Safety
October 6th, 2014
Exhibit 99.2 |
 2
IMPORTANT INFORMATION FOR INVESTORS
In connection with the proposed transaction, BD will file with the SEC a
registration statement on Form S–4 that will constitute a prospectus
of BD and include a proxy statement of CareFusion. BD and CareFusion also plan to file other
relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the proxy
statement/prospectus (if and when it becomes available) and other relevant documents filed by BD and
CareFusion
with
the
SEC
at
the
SEC’s
website
at
www.sec.gov.
In
addition,
you
will
be
able
to
obtain
free
copies
of
these
documents by phone, email or written request by contacting the investor relations
department of BD or CareFusion at the following: Monique Dolecki, BD
Investor Relations 201-847-5378 or Jim Mazzola, CareFusion Investor Relations 858-
617-1203.
PARTICIPANTS IN THE SOLICITATION
BD and CareFusion and their respective directors and executive officers and other
members of management and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction. Information
about BD's directors and executive officers is available in BD's proxy statement dated December 19, 2013, for
its
2014
Annual
Meeting
of
Shareholders
and
in
its
subsequent
filings
with
the
SEC.
Information
about
CareFusion’s
directors and executive officers is available in CareFusion's proxy statement
dated September 25, 2014, for its 2014 Annual Meeting of Stockholders.
Other information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the proxy statement/prospectus and
other
relevant
materials
to
be
filed
with
the
SEC
regarding
the
merger
when
they
become
available.
Investors
should
read the proxy statement/prospectus carefully when it becomes available before
making any voting or investment decisions.
You may obtain free copies of these documents from BD or CareFusion as indicated
above. This slide presentation
shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as amended. |
 3
This slide presentation contains certain estimates and other forward-looking statements (as
defined under Federal securities laws). Forward looking statements generally are
accompanied by words such as “will”, "expect", "outlook" or other similar words, phrases or
expressions. These forward-looking statements include statements regarding the estimated or
anticipated future results of BD, and of the combined company following BD’s proposed
acquisition of CareFusion, the anticipated benefits of the proposed combination, including
estimated synergies, the expected timing of completion of the transaction and other statements that are not historical facts.
These statements are based on the current expectations of BD and CareFusion management and are not
predictions of actual performance. These statements are subject to a number of risks and
uncertainties regarding BD and CareFusion’s respective businesses and the proposed
acquisition, and actual results may differ materially. These risks and uncertainties include, but are not
limited to, the ability of the parties to successfully close the proposed acquisition, including the
risk that the required regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the expected
benefits of the transaction; risks relating to the integration of CareFusion’s operations, products and employees into
BD and the possibility that the anticipated synergies and other benefits of the proposed acquisition
will not be realized or will not be realized within the expected timeframe; the outcome of any
legal proceedings related to the proposed merger; access to available financing for the
refinancing of BD’s or CareFusion’s debt on a timely basis and reasonable terms; the ability to market and sell
CareFusion’s products in new markets, including the ability to obtain necessary regulatory
product registrations and clearances; the loss of key senior management or other associates;
the anticipated demand for BD’s and CareFusion’s products, including the risk of
future reductions in government healthcare funding, changes in reimbursement rates or changes in
healthcare practices that could result in lower utilization rates or pricing pressures; the
impact of competition in the medical device industry; the risks of fluctuations in interest or
foreign currency exchange rates; product liability claims; difficulties inherent in product development, including the
timing or outcome of product development efforts, the ability to obtain regulatory approvals and
clearances and the timing and market success of product launches; risks relating to fluctuations
in the cost and availability of raw materials and other sourced products and the ability to
maintain favorable supplier arrangements and relationships; successful compliance with governmental regulations
applicable to BD, CareFusion and the combined company; changes in regional, national or foreign
economic conditions; uncertainties of litigation, as well as other factors discussed in
BD’s and CareFusion’s respective filings with the Securities Exchange
Commission. BD and CareFusion do not intend to update any forward-looking statements to
reflect events or circumstances after the date hereof, except as required by applicable laws or
regulations. |
 4
Speakers on Today’s Call
1
Christopher Reidy
CFO and EVP,
Administration
Becton, Dickinson & Co.
Kieran Gallahue
Chairman & CEO
CareFusion Corp.
Vince Forlenza
Chairman, CEO &
President
Becton, Dickinson & Co. |
 5
Accelerates
BD’s
strategy
to
deliver complete solutions that
meet evolving industry needs
Builds
scale
and
depth
to
create unique growth
opportunities, leveraging
BD’s international footprint
Creates
meaningful
value
for
shareholders, customers and
employees around the world
Compelling Strategic Transaction
Compelling Strategic Transaction
$12 billion in combined
annualized revenues
46,000 employees
worldwide
Presence in almost every
country in the world
Significantly increases BD’s
addressable opportunity
A Leader in Medication
Management and
Patient Safety |
 6
Key Highlights
BD is a company with strong values and a track record of success
Announcement accelerates CareFusion’s plans to build greater scale
New growth opportunities for products in emerging markets and
expands global reach by leveraging BD’s international infrastructure
Offers a complete suite of medication management and patient safety
solutions
The hard work of CareFusion’s 17,000 employees got us here today
|
 7
Accelerates BD’s Strategy
Built targeted M&A capabilities
Emerging market investments
Enhanced operational efficiencies
R&D spending reallocation
2010 to 2012
2013 to 2014
Today
Becoming a provider of complete
healthcare solutions
Moved into near adjacencies
Accelerated revenue growth
Delivered higher quality of earnings
New products as a percentage of sales increased from 8% to 15%
Improving outcomes and quality of care
Lowering cost of healthcare delivery
Increasing access to healthcare
Optimizing patient and healthcare worker safety
Addressing
Unmet Needs: |
 8
Builds Scale and Depth in
Medication Management
BD
Prepare
Dispense
Administer
Monitor
CareFusion
BD+CareFusion
More than doubles BD Medical’s
addressable opportunity from
about $8B to $16B
Becomes a global leader in medication
management, with a leading informatics
platform across value chain
Leading Position
New/Small Position
Smart Solution |
 9
Leveraging BD’s
International Footprint
Leverage BD’s investments in Asia
Pacific, Latin America, EMEA
Accelerate uptake of CareFusion
products and solutions tailored
to these markets
75%
Developed
Emerging
U.S.
20%
5%
42%
Developed
Emerging
U.S.
33%
25%
Emerging
Optimize end-to-end medication
management process from drug
preparation to dispensing and
administration
Accelerate core and new product
uptake via strengthening call points
Developed
Opportunity for Growth |
 10
Transaction
Terms
Represents per share consideration for CareFusion shareholders of:
Financing and
Balance Sheet
Impact
Permanent financing expected to be in the form of available cash
and unsecured notes
BD currently has $9 billion of fully committed bridge financing
in place
Timing
Transaction expected to close in first half of calendar year 2015,
subject to regulatory and CareFusion shareholder approvals
Transaction Overview
BD to assume ~$2.0 billion of CareFusion debt and $1.8 billion of cash
$49.00 in cash
0.0777 shares of new BD shares
CareFusion shareholders to own approximately 8% of the combined
company
Total consideration of $12.2 billion in cash and BD stock
|
 11
Creates Meaningful Value for
Shareholders
Growth
Synergies
Earnings
Impact and
Returns
Balance Sheet
Implications
Capital Allocation
Policy
Stronger platform for diversified growth
Leverage BD’s strong international presence to accelerate growth of
CareFusion products
Consistent with BD’s long term revenue growth aspirations
Approximately $250 million of cost synergies
Fully realized in FY 2018
Reduced overhead expenses and efficiencies resulting from the
combined operational and manufacturing footprint
Attractive return profile and strong cash flow
Double-digit accretive to cash EPS in the first full year, accretive to
GAAP EPS by FY 2018
Deliver strong ROIC
Expand EBITDA margins
Commitment to investment grade rating
Pro forma leverage ratio of ~4.3x LTM Adjusted EBITDA
Net leverage ratio of ~3.2x
Committed to maintaining solid investment grade rating
Commitment to grow the current dividend per share in line with our
expectations for long term earnings growth
Expect to suspend share buyback program in the near-term to focus
on deleveraging and the dividend |
 12
Detailed Execution Plan for a
Detailed Execution Plan for a
Seamless Integration
Seamless Integration
Designated integration planning team led by BD Chief Operating
Officer Bill Kozy
Team includes senior members of both organizations by geography,
function and business unit
Confident in ability to achieve identified cost synergies
CareFusion businesses will be reported within BD Medical segment
Building dynamic organization that brings together two world class
companies |
 13
Compelling Strategic Transaction
Compelling Strategic Transaction
A Leader in Medication
Management and
Patient Safety
$12 billion in combined
annualized revenues
46,000 employees
worldwide
Presence in almost every
country around the world
Significantly
increases
BD’s
addressable opportunity |
 14
BD,
BD
Logo
and
all
other
trademarks
are
the
property
of
Becton,
Dickinson
and
Company. |